Thierry Vanlancker
CABOTAbout Thierry Vanlancker
Independent director at Cabot Corporation (CBT) since 2024; age 60; serves on the Audit Committee and is designated an “audit committee financial expert” under SEC rules. Background includes CEO and Chair of the Board of Management at AkzoNobel (2017–2022), President of Fluoroproducts and EMEA at Chemours (2015–2016), and multiple general management roles at DuPont (1988–2015). Currently Managing Director (and Chairman since September 2024) at Aliaxis Holding SA; also Chair of the Board at Sika AG. Board tenure at CBT began in July 2024; nominated for re‑election with a term running to 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AkzoNobel N.V. | Chief Executive Officer; Chair of Board of Management | 2017–2022 | Led global paints/coatings multinational; strategic and sustainability experience cited by CBT. |
| The Chemours Company | President, Fluoroproducts and EMEA region | 2015–2016 | Commercial and regional leadership in performance chemicals. |
| E.I. du Pont de Nemours & Co. | General management positions | 1988–2015 | Long multi-geography chemicals experience. |
| Aliaxis Holding SA | Managing Director; Director (since 2020); Chairman since Sep 2024 | Sep 2024–present (MD/Chair); 2020–present (Director) | Global building/industrial piping systems; senior leadership role. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sika AG (public company) | Director; Chairman of the Board | 2019–present; Chair since Apr 2024 | Specialty chemicals supplier to building/motor vehicle sectors; public director and board chair. |
| Stahl | Director | Apr 2024–Dec 2024 | Specialty coatings for flexible substrates. |
| Etex NV | Director | 2021–Dec 2024 | Building materials manufacturer. |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 10 times in FY2024. Vanlancker and Wilson are “audit committee financial experts” and Audit Committee members are financially literate under NYSE rules.
- Independence: All members of CBT’s Audit, Governance & Nominating, SHE&S, and Compensation Committees are independent under NYSE rules. Vanlancker is presented with “Independent Business Experience.”
- Attendance: Each director attended at least 75% of aggregate Board and relevant committee meetings in FY2024; all directors attended the 2024 annual meeting.
- Term/nomination: Listed as director since 2024 with term expiring at 2025 annual meeting; nominated for election to a term expiring in 2028.
- Related‑party transactions: CBT reports no transactions since the start of FY2024 involving related persons over $120,000.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash fees (director retainer/committee pro‑rata) | $20,096 |
| Stock awards (grant‑date fair value) | $77,152 |
| Total director compensation | $97,608 |
| Grant details (calendar 2024) | 816 shares; grant-date value targeted at $77,500; closing price $94.99 on Jul 12, 2024 (pro‑rated under 2024 Director Plan) |
Program parameters (context):
- As of Jan 1, 2024: annual cash retainer $95,000; Chair fees—Audit $20,000, Compensation $20,000, SHE&S $15,000, Governance $15,000; Non‑Executive Board Chair $120,000.
- Annual director equity retainer increased from $135,000 to $155,000 effective Jan 1, 2024; 2024 grants were 2,035 shares for continuing directors at $76.13 on Jan 11, 2024. Vanlancker, elected mid‑year, received a pro‑rated award under the new Director Plan.
Performance Compensation
| Compensation Metric | Structure | FY 2024 Detail |
|---|---|---|
| Performance‑based equity or cash | Not applicable for non‑employee directors | Director compensation comprises cash retainers and time‑based common stock grants; no performance metrics disclosed. |
- Deferrals: Directors may defer cash and/or stock into Cabot phantom stock units or interest‑credited accounts; 2024 stock awards for multiple directors—including Vanlancker—were deferred per elections under the Deferred Compensation Plan. Interest rate used for 2024 deferrals was 5.88% (Moody’s Corporate Bond Rate).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Sika AG | Public | Director; Chairman since Apr 2024 | Chemicals/building sector adjacency; oversight role noted. No CBT related‑party transactions disclosed. |
| Aliaxis Holding SA | Private | Managing Director; Chairman since Sep 2024 | Industrial piping systems; senior executive role. No CBT related‑party transactions disclosed. |
| Etex NV | Private | Director (to Dec 2024) | Building materials; ended Dec 2024. |
| Stahl | Private | Director (Apr–Dec 2024) | Specialty coatings; ended Dec 2024. |
Expertise & Qualifications
- Extensive global and industrial experience across chemicals markets; strategy, product development, sales/marketing, channels‑to‑market; deep sustainability strategy experience (CBT’s stated rationale for board fit).
- Financial acumen: Designated audit committee financial expert; financially literate under NYSE rules.
Equity Ownership
| Metric | As of Jan 15, 2025 |
|---|---|
| Total beneficial ownership (shares) | 2,604 |
| Ownership guideline | Directors must hold equity equal to 5× annual cash retainer; compliance generally expected within five years of election. Deferred shares count toward compliance; shares granted must be retained for three years or until earlier retirement. |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expertise; addition brings specialty chemicals and sustainability expertise relevant to CBT’s markets; adherence to director ownership guidelines and share‑retention requirements supports alignment.
- Compensation mix: Predominantly fixed cash retainer plus time‑based stock; 2024 pro‑rated equity award upon mid‑year election with Board‑approved increase to annual equity retainer—consistent with peer benchmarking by the Governance Committee and Meridian.
- Attendance/engagement: Board and committee attendance threshold met by all directors; Audit Committee active (10 meetings), indicating substantive oversight demands.
- Conflicts/related‑party exposure: No related‑party transactions reported since start of FY2024; nonetheless, multiple external leadership roles (Sika chair; Aliaxis MD/Chair) merit ongoing monitoring for time‑commitment and potential ecosystem overlaps; CBT’s independence guidelines expressly consider such roles in candidacy and ongoing independence assessments.
RED FLAGS: None disclosed by CBT in related‑party transactions, hedging/pledging, or attendance. Monitor multi‑board/executive role time commitments as a standard governance practice.